[Form 3] Agilysys, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Agilysys, Inc. (AGYS) – SEC Form 3 filing

The filing records the initial beneficial ownership of recently reported officer Shivashankar Sethuram, Chief Technology Officer. As of the event date (05/22/2025), the executive holds:

• 23,805 shares of common stock held directly, including 2,399 time-based restricted shares granted under the 2024 Equity Incentive Plan that vest in tranches on 6/30/2025, 10/31/2025 and 10/31/2026.
• 2,169 restricted stock units (RSUs) that convert 1-for-1 into common shares, vesting in three equal installments on 10/31/2025, 2026 and 2027.

The Form 3 establishes Mr. Sethuram as a Section 16 insider, initiating ongoing reporting obligations for any future trades. No derivative instruments other than RSUs are disclosed, and the filing does not indicate additional indirect ownership.

Investors typically view Form 3 filings as routine governance disclosures rather than catalysts; however, they offer transparency into new executives’ equity alignment.

Insights

Corporate Governance Expert

TL;DR: Routine insider registration; shows modest direct stake, neutral governance impact.

The Form 3 simply registers Mr. Sethuram, the newly disclosed CTO, as a Section 16 insider. His direct ownership—about 23.8k shares plus 2.2k RSUs—signals standard equity alignment expected for senior management. Vesting calendars are straightforward, with no performance conditions noted. The filing triggers ongoing Form 4 obligations but conveys no strategic shift, capital change, or compensation controversy. Overall governance impact is neutral and largely administrative.

Securities Analyst

TL;DR: Disclosed stake is small relative to float; unlikely to influence valuation.

From a market perspective, 26k potential shares (vested plus unvested) are immaterial to AGYS’s outstanding share count. There is no purchase transaction or option grant that would alter supply-demand dynamics. The absence of derivative hedging or complex pay structures limits dilution risk. Accordingly, the filing should not affect near-term trading or valuation models.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Shivashankar Sethuram

(Last) (First) (Middle)

3655 BROOKSIDE PARKWAY

SUITE 300

(Street)

ALPHARETTA GA 30022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2025

3. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [ AGYS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CTO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,805(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(2)	(3)	(3)	Common Stock	2,169	$0	D

Explanation of Responses:

1. Includes 2,399 shares of restricted common stock granted under the Agilysys, Inc. 2024 Equity Incentive Plan. Such restricted shares vest as follows: 194 on June 30, 2025; 1,295 on October 31, 2025; and 910 on October 31, 2026.

2. Restricted stock units granted under the Agilysys, Inc. 2024 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock of Agilysys, Inc.

3. The restricted stock units vest in one-third increments on October 31, 2025, 2026 and 2027.

	/s/ Kyle C. Badger, Attorney-in-Fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many AGYS shares does CTO Shivashankar Sethuram currently own?

The Form 3 lists 23,805 common shares held directly, including 2,399 time-based restricted shares.

What additional equity could the AGYS CTO receive?

He holds 2,169 restricted stock units that will settle into common shares in equal thirds on 10/31/2025, 2026 and 2027.

Why was this Form 3 filed for AGYS?

Mr. Sethuram became a Section 16 officer (CTO), requiring an initial statement of beneficial ownership under SEC rules.

Does the filing indicate any AGYS share purchases or sales?

No. The Form 3 only reports existing ownership; it records neither open-market purchases nor dispositions.

Are there any performance conditions tied to the restricted equity?

The filing describes time-based vesting only; no performance hurdles are mentioned.